Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers shall not have any liability under Sections 6.1(a)(i)(A) or (D) hereof unless at least $67,500 of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein, in which event the Sellers shall be liable for the amount of all such damage. In addition, the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note; provided, however, that there shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Seller. (b) Notwithstanding anything to the contrary contained herein, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the amount of all such damage; provided, however, that there shall be no Minimum Sellers' Damages applicable to liability of the Purchaser with respect to any claim that may be made by the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaser.

Indemnification Amounts. (a) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, Sellers will not be obligated to indemnify Buyer for any Damages resulting from a breach of a representation or warranty made by Sellers: 44 Asset Purchase Agreement (i) to the Sellers shall not have extent that Damages arising from any liability under Sections 6.1(a)(i)(Aindividual claim for indemnification are $10,000 or less (the "Buyer Minimum Claim Amount"); (ii) or (D) hereof unless at least $67,500 of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein, in which event the Sellers shall be liable for and until the amount of all such damage. In additionDamages (other than those for claims that do not satisfy the Buyer Minimum Claim Amount) exceeds $1,300,000 (the "Buyer Deductible"), the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to then only for the amount of the principal and interest then outstanding under Damages in excess of the Promissory NoteBuyer Deductible; provided, however, that there the Buyer Deductible shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect not apply to any claim that may be Damages resulting from a breach of a representation or warranty made by the Purchaser (i) Sellers pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c5.19 (Environmental Matters), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or ; and (iii) with respect to any fraudulent act or omission by any Sellerthe extent that the aggregate amount of all such payments for Damages (other than those for claims that do not satisfy the Buyer Minimum Claim Amount) to Buyer exceeds an amount equal to sixty-five percent (65%) of the amount of the Purchase Price paid in cash. (b) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, Buyer will not be obligated to indemnify Sellers for any Damages resulting from a breach of a representation or warranty made by Buyer: (i) to the Purchaser shall not have extent that the Damages arising from any liability under Sections 6.2(a)(i)(Aindividual claim for indemnification are $10,000 or less; and (ii) hereof unless at least $67,500 of damage is suffered by to the Sellers ("Minimum Sellers' Damages") by reason of extent that the matters described therein, in which event the Purchaser shall be liable for the aggregate amount of all such damage; providedpayments for Damages to Sellers exceeds the aggregate amount of the Purchase Price paid in the form of the Seller Shares, howeveras calculated on the basis of the Price Per Share and after giving effect to any adjustments to the Purchase Price under Section 3.3. (c) For purposes of this Article X, that there a representation or warranty shall be no Minimum Sellers' Damages applicable to liability of deemed breached if it would have been breached had the Purchaser with respect to any claim that may be made representation not been qualified by the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereofwords "material", (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof"materiality", "Material Adverse Effect", "in all material respects", or (iii) with respect to any fraudulent act or omission by the Purchaserwords of similar import.

Indemnification Amounts. (a) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, the Sellers shall not have any liability under Sections 6.1(a)(i)(A) or (D) hereof unless at least $67,500 of damage is suffered by be obligated to indemnify the Purchaser for Damages pursuant to this Article V to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Company or the Sellers ("Minimum Purchaser's Damages"other than Damages resulting from the breach of any of the Listed Representations, as to which there shall be no limitation) unless and until the dollar amount of all Damages shall equal in the aggregate $5,000, in which case the Sellers will be obligated to indemnify the Purchaser for the total amount of Damages including any amounts which would otherwise not be required to be paid by reason of this Section 5.3(a). Notwithstanding any provision to the matters described therein, contrary contained in which event the Sellers shall be liable for the amount of all such damage. In additionthis Agreement, the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof Sellers' indemnity obligations hereunder shall at any time be limited to the amount return of the principal Purchaser Shares received by such Sellers, valued at the prices contemplated by Article I hereof (on a first-in-first-out basis). For purposes of this Article V, all materiality, Material Adverse Effect and interest then outstanding under the Promissory Note; providedsimilar qualifications in any representation, howeverwarranty, that there covenant or other provision hereof shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Sellerignored. (b) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by be obligated to indemnify the Sellers ("Minimum Sellers' Damages") for any Damages pursuant to this Article V to the extent they are the result of any breach of any representation or warranty made by reason or on behalf of the matters described thereinPurchaser, in which event unless and until the Purchaser shall be liable for the dollar amount of all such damage; providedDamages shall equal in the aggregate $5,000, however, that there shall be no Minimum Sellers' Damages applicable to liability of in which case the Purchaser with respect will be obligated to indemnify the Sellers for the total amount of Damages including any claim that may amounts which would otherwise not be made required to be paid by reason of this Section 5.3(b). Notwithstanding any provision to the contrary contained in this Agreement, the Purchaser shall not be obligated to indemnify the Sellers for Damages pursuant to this Article V in an amount exceeding the consideration paid or to be paid by the Sellers (i) Purchaser pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 Article I hereof, valued at the prices contemplated by Article I hereof (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaseron a first-in-first-out basis).

Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers Seller shall not have any liability under Sections 6.1(a)(i)(ASection 7.2(a) or (D) hereof unless at least $67,500 of damage is suffered by until the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein, in which event the Sellers shall be liable for the aggregate amount of all Buyer's Losses attributable to indemnification claims under such damage. In addition, section for which a Claims Notice was properly delivered to Seller pursuant to Section 7.3 exceeds $977,000 (the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note"Seller Basket Amount"); provided, however, that there once the aggregate amount of Buyer's Losses attributable to indemnification claims under Section 7.2(a) equal or exceed the Seller Basket Amount, all of Buyer's Losses attributable to such indemnification claims will be indemnifiable by Seller. Seller's obligation to indemnify pursuant to the foregoing shall be no Minimum Purchaser's Damages applicable limited to liability of $8,793,000 (the Sellers with respect "Seller Maximum Amount"). Notwithstanding the foregoing, neither the Seller Basket Amount nor the Seller Maximum Amount shall apply to any claim that may be made by the Purchaser Losses resulting from (i) pursuant to the Retained Liabilities (Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c2.10), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant breaches by Seller with respect to Sections 6.1(a)(i)(Brepresentations and warranties set forth in Organization and Related Matters (Section 3.3), Tax Matters (CSection 3.12), those sections of Benefit Plans (Section 3.14) that relate to Losses under an Employee Benefit Plan subject to Title IV of ERISA or that relate to Losses under an Employee Benefit Plan of an ERISA Affiliate of Seller under which no employees of the Companies or any of their Subsidiaries participates or has participated, and Environmental Matters (E) hereofSection 3.15), or for (iii) fraudulent or willful and intentional breaches with the intent to deceive, for all of which Losses the Seller shall be liable whether or not the Seller Basket Amount has been satisfied. Additionally and notwithstanding the foregoing, the Seller Maximum Amount shall not apply to Losses resulting from breaches by Seller with respect to any fraudulent act or omission by any Seller. representations and warranties set forth in Benefit Plans (b) Notwithstanding anything to the contrary contained herein, the Purchaser Section 3.14). Buyer shall not have any liability under Sections 6.2(a)(i)(ASection 7.2(b) hereof unless at least $67,500 of damage is suffered by until the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the aggregate amount of all Buyer's Losses attributable to indemnification claims under such damagesection for which a Claims Notice was properly delivered to Seller pursuant to Section 7.3 exceeds $977,000 (the "Buyer Basket Amount"); provided, however, that there shall once the aggregate amount of Seller's Losses attributable to indemnification claims under Section 7.2(b) equal or exceed the Buyer Basket Amount, all of Seller's Losses attributable to such indemnification claims will be no Minimum Sellers' Damages applicable to indemnifiable by Buyer. The maximum liability of Buyer under Section 7.2(b) is $8,793,000 (the Purchaser "Buyer Maximum Amount"). Notwithstanding the foregoing, neither the Buyer Basket Amount nor the Buyer Maximum Amount shall apply to Losses resulting from (i) breaches by Buyer with respect to any claim that may be made by the Sellers representations and warranties set forth in Organization and Related Matters (iSection 4.3) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, or (ii) pursuant fraudulent or willful and intentional breaches with the intent to Sections 6.2(a)(i)(B) deceive, for all of which Losses the Buyer shall be liable whether or (C) hereof, or (iii) with respect to any fraudulent act or omission by not the PurchaserBuyer Basket Amount has been satisfied.

Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers The Seller shall not have any liability under Sections 6.1(a)(i)(ASection 8.2(a)(i) or (D) hereof unless at least $67,500 of damage is suffered by until the Purchaser ("Minimum Purchaser's Damages") by reason aggregate amount of the matters described thereinBuyer’s Losses (other than Tax Losses) attributable to indemnification claims for which a Claim Notice was properly delivered to the Seller pursuant to Section 8.3 exceeds $1,000,000 (the “Deductible Amount”), in which event case the Sellers Buyer shall be liable for the entitled to Losses (other than Tax Losses) attributable to indemnification claims in an amount of all such damage. In addition, up to $12,000,000 in the aggregate liability of (the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note“Cap Amount”); provided, however, that there the Seller shall be no Minimum Purchaser's Damages applicable liable only for the amount by which all Losses (other than Tax Losses) exceed the Deductible Amount (up to liability of the Sellers with respect Cap Amount); provided, further, that (A) neither the Deductible Amount nor the Cap Amount shall apply to any claim that may for payment of any Loss under Section 8.2(a)(i) in respect of any breach of the Seller’s representations and warranties in Sections 3.1, 3.2, 3.3 and 3.21, (B) the Deductible Amount shall not apply to any Tax Losses (but Tax Losses shall be made by subject to the Purchaser Tax Deductible Amount); (iC) the Cap Amount shall not apply to any claim for payment of any Loss under Section 8.2(a)(i) in respect of any Tax Losses or any breach of the Seller’s representations and warranties in Section 3.20. The Seller shall not have liability in respect of any Buyer’s Losses under Section 8.2(a)(i) in respect of any breach of the Seller’s representations and warranties in Section 3.15 (the “Tax Losses”) until the aggregate amount of Tax Losses for which a Claim Notice was properly delivered to the Seller pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, 8.3 exceeds $100,000 (the second sentence of Section 3.8(c“Tax Deductible Amount”), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Seller. (b) Notwithstanding anything to the contrary contained herein, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the amount of all such damage; provided, however, that there the Seller shall be no Minimum Sellers' Damages applicable to liability of liable only for the Purchaser with respect to any claim that may be made amount by which all Tax Losses exceed the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the PurchaserTax Deductible Amount.

Indemnification Amounts. (a) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, the Sellers Former Commonwealth Stockholders shall not have be obligated to indemnify Parent or Sub for Damages pursuant to this Article VIII to the extent they are the result of any liability under Sections 6.1(a)(i)(A) breach of any representation or (D) hereof warranty made by or on behalf of the Company or either or both of the 5% Stockholders unless at least and until the dollar amount of all Damages shall equal in the aggregate $67,500 100,000, in which case the Former Commonwealth Stockholders will be obligated, jointly and severally, to indemnify Parent and Sub for the total amount of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") Damages subject to Section 8.6 hereof, including any amounts which would otherwise not be required to be paid by reason of the matters described thereinthis Section 8.3(a). For purposes of this Article VIII, all materiality, Material Adverse Effect and similar qualifications in which event the Sellers any representation, warranty, covenant or other provision hereof shall be liable for the amount of all such damage. In addition, the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note; provided, however, that there shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Sellerignored. (b) Notwithstanding anything any provision to the contrary contained hereinin this Agreement, the Purchaser Parent and Sub shall not have be obligated to indemnify the Former Commonwealth Stockholders for any liability under Sections 6.2(a)(i)(A) hereof Damages pursuant to this Article VIII to the extent they are the result of any breach of any representation or warranty made by or on behalf of Parent or Sub, unless at least $67,500 of damage is suffered by and until the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the dollar amount of all such damage; providedDamages shall equal in the aggregate $100,000, howeverin which case Parent and Sub will be obligated to indemnify the Former Commonwealth Stockholders for the total amount of Damages, that there including any amounts which would otherwise not be required to be paid by reason of this Section 8.3(b). In no event shall the liability of Parent and Sub under Section 1.12 and this Article VIII (the "Indemnified Amount") exceed in the aggregate $3,930,000. On each of the first, second and third anniversary of the Closing, the Indemnified Amount shall be no Minimum Sellers' Damages applicable reduced by $1,310,000, less the amount of any pending claims. All amounts to liability of the Purchaser with respect to any claim that may be made paid by the Sellers (i) Parent pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereofthis Article VIII shall be payable in Parent Shares valued, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereoffor these purposes, or (iii) with respect to any fraudulent act or omission by the Purchaserat $4.04 per share.